Sky High: The Series: Episode 3: Girl Trouble
by DR. COFFIN
Summary: When a fairy decides to grant Layla a wish, she unintentionally uses it when Will makes her mad, resulting in Will becoming a girl and the object of affection of a few guys, including Warren!
1. Chapter 1

**Disclaimer: I don't own Sky High, because if I did you'd be watching this instead of reading it. It would guest star Jennifer Love Hewitt as Tink, Carol Kane as the Fairy Queen, and would feature the songs "If You Want My Love" by Cheap Trick, "Party Hard" by Andrew W K, and "Me and My Fantasy Girl" by .38 Special. **

**Sky High: The Series**

**Episode 3**

**Girl Trouble**

It was another beautiful spring day in Maxville, especially in the quiet little neighborhood that secretly was the location of the homes of several of its resident super heroes.

Layla stood up and smiled at her latest work; an entire bed of multi-colored wildflowers she had germinated from various seeds that had been sent to her from relatives all over the country that knew how much she loved plants, but only a few knew about her power over them. Preparing the ground had been good hard work, even though she could have made the plants instantly sprout no matter what the soil's condition. She enjoyed the smell of fresh-turned earth and getting her hands dirty, especially for such a good cause. The flowers growing together at first acted like people from different parts of the country would; curious, standoffish, and even scared. It had taken her powers to commune with nature to get them all on the same page and cooperate, but it was worth the hard work for the spectacular display and fragrance coming from this new addition to her garden.

But what she didn't know was that someone she didn't even know existed had watched all her work. Even as she went back into the house to clean up and get ready to spend this potential-filled Saturday with her friends, two tiny figures appeared.

Both looked like barely six-inch tall women with proportionate glittery dragonfly-like wings. One had a wild mane of blond hair somewhat pulled back into a ponytail and wearing a leaf green sleeveless dress with a short skirt, while the other was in glowing blue robe and wore a golden tiara that sparkled in the morning sunlight.

"There you go," said the Fairy Queen, "just as I told you. This wonderful human girl has been doing work like this for years…ever since she was a child and her powers manifested. She has made this part of the city a place of beauty and a haven for our kind as they seek shelter from the increasing encroachment of the mortals with their worked stone and cold iron. I hereby decree that she be granted a wish…no matter how big or small, because I am confident she will not wish for anything that would be dangerous or harmful to anyone."

"So where do I come in?" asked the blonde fairy.

"You are to follow her around Tink," said the Fairy Queen, "invisibly of course, but you are to watch and listen closely, and the moment she makes a wish, WITHOUT knowing you are around, you are to grant it."

"Without knowing I'm around?" asked Tink, "But she could go days…weeks without actually saying anything about wishing for something."

"You don't have anything better to do," said the Queen, "besides, what's the FUN of someone having their wish granted if they KNEW it was going to happen?"

Both fairies grinned mischievously at that, and then disappeared.

Layla came bounding out of her house, freshly showered and wearing a matching green top and skirt. Her red hair was pulled back in a single long braid that bounced behind her almost like a wagging tail, and she wore open-toed sandals revealing her painted toenails that were the color of freshly sprouted green grass.

Layla absolutely loved spring, and enjoyed all the scents and sights that came with the budding leaves, blooming flowers and first buzzing of bees looking to start their work for the year. She stood and enjoyed the warmth of the sun as much as all the plants around her, almost imagining that she was also growing and reaching for the sun as well.

"I almost wish I was a…" she started to whisper.

"Hi Layla!"

Layla stopped and smiled as she saw Will walking up to her. He was wearing his usual red, white and blue striped shirt and a pair of blue denim knee-length pants, obviously enjoying the spring morning as well.

"Hi Will," said Layla, "are you going to be ready for this afternoon?"

"This afternoon," said Will with a puzzled look on his face, "what's going on this afternoon?"

"We're all getting together here at my house and having a "Welcoming Spring" party. Well, that's what Mom calls it, we're going to have a barbecue…veggie burgers of course…then have some fun like maybe…spin the bottle." Her nose crinkled as she gave Will an impish grin.

"That was TODAY?" asked Will, "I thought it was NEXT Saturday. I…sort of made plans for something else."

Layla's eyes narrowed dangerously as she looked at Will. She had a bad feeling what his plans were about…or rather WHOM there were about.

"I'm taking Lori to the movie this afternoon, then we're going to go have dinner at the Paper Lantern. Sorry."

Layla Williams was normally a nice, calm and polite girl, but Will Stronghold had the uncanny ability to push her buttons lately, and it was only a matter of time before the temper that came with her red hair would finally break. And it did.

"AGAIN with Lori?" she said, sounding angrier than she really felt, "you've taken her out EVERY weekend since she moved here. The only times I get to see you are at school or when we're having study group at your house. When was the last time WE did anything together?"

"Uh…you just said we do stuff at school and study group," he said with a puzzled look on his face.

"I meant "we" as in YOU and ME," she said in a near growl that was VERY uncommon for her. "We haven't been out on a date since…since…"

"Since Lori moved here," said Will, finally catching on somewhat to what Layla's point was.

"Yes," said Layla, feeling her anger start to subside, "and when we are together we're with the gang…and even then all you do is talk about Lori this and Lori that."

"I'm sorry Layla," said Will, moving in close to her so he could whisper and still be heard, "it's just that I like Lori. She's a nice girl and…"

"I know," said Layla, "and I like her too. I hate feeling this way…it's wrong for me. It's just that…I feel like I'm losing you again."

"Layla," said Will, taking her hands in his, "you're not losing me. Lori and I are just friends…I sometimes think I may be the only friend she has right now."

"But you're taking her out again," said Layla, "and to the Paper Lantern. You don't like Chinese food…and you're taking her to…our place."

"Layla," said Will, " that doesn't mean anything. Actually I kind of like some of the stuff now…orange chicken is pretty good you know."

Doesn't mean anything? Taking a girl he just met to the one place he had avoided like the plague the entire time he had been growing up and not wanting to go with Layla even when she virtually begged him. And what did that crack about the chicken mean?

"No," said Layla, "I DON'T know how good orange chicken is because I'm a vegetarian! And you were willing to try it for HER and not for me?"

"Layla," said Will, "you're acting like a little kid. What are you…jealous of Lori or something? Are ALL girls crazy like this? No wonder I didn't get together with you before… "

Will realized he had let his mouth outrace his brain when he saw how Layla went red in the face, nearly as red as her hair. She glared at Will as her mind boiled and seethed in anger she did not think she was capable of. Even when Penny had struck her back at homecoming she did not feel the pain and humiliation that Will's words had caused. All the plants around were reacting to her anger, and she knew she had to vent before they started attacking Will.

"WILL STRONGHOLD, I WISH YOU KNEW WHAT IT WAS LIKE TO BE A GIRL!"

"Done!" cried a tiny voice that made them both jump.

"What was…"? Will started to say, then there was a bright flash of light and he felt dizzy for a moment. When the flash faded he still felt weird, like his center of gravity was off balance somehow. He looked at Layla, and saw that she was no longer angry, but she had the weirdest look on her face, almost a mixture of surprise and trying to keep from laughing.

"Layla," he said, noticing that his voice seemed higher…almost like it did before puberty started to take over, "are you okay?"

"I…" started Layla, her eyes nearly bugging out as she continued to look at Will, "I'm okay, but you…you…"

"What do you…" was as far as he got before a lock of hair fell into his eyes. He absent-mindedly brushed it aside, not wondering why it was so long all of a sudden, and then he noticed his hand. It was no longer the hand of a teenage boy, but was now small and delicate with tapering fingers that were definitely not his. Will's gaze continued up the willowy arm to the shoulder and across to…

"I…I've got…" Will gulped as he noticed the shirt was fitting VERY differently in the upper body, particularly in the region of the chest and had slightly pulled his shirt up to reveal a smooth stomach minus the just beginning abdominal muscles he had been so proud of finally sprouting. His pants also fit differently, having slipped off the slim waist to catch onto the wider hips. More hair fell into Will's eyes, and he brushed it away again, finding every strand was shoulder length.

"I'm…I'm…" the shock was wearing off and panic was starting to set in. His heart was banging in his chest, but it seemed faster and lighter than Will was used to when he had one of his occasional panic attacks.

"You're…a girl." Layla whispered, finishing Will's thought for him.

Then Will said the first thing that popped into his mind with this revelation.

"My dad is going to totally FREAK."

* * *

Gwen Grayson felt the undeniable urge to bang her head on the nearest wall. It had become a regular occurrence ever since she had opened up her hidden lair to house two of her minions, Lash and Speed, who were banished from their respective homes for their actions despite their sentences having been commuted. Despite her being a genius, she had forgotten what complete and utter pests teenage boys could be, and the two had proceeded to give her a crash refresher course. 

"Stitches!" she yelled as loud as she could, though she hoped her lifelong sidekick could actually hear her above the deafening din of Andrew W.K.'s "Party Hard" that Lash and Speed were piping through the entire lair at full volume. Somewhere amidst the devastated landscape of pizza boxes, burger and candy wrappers, soda cans, comic books, dirty clothes and who knew what else Stitches appeared like Gollum from the shadows.

"Yes?" asked Stitches, who looked like he hadn't slept in days, either because he couldn't because Lash and Speed were up making noise at all hours or he was actually in on it with them.

"Where are the parts I need to finish my latest project?" she demanded, "I can't find ANYTHING in this dump!"

"Well," said Stitches as he looked around, "I think the cerebral de-fragmentor is over there under Mount Gym Socks, and that funny looking thing that looked like a little pizza cutter…"

"Yes," Gwen hissed impatiently, "you mean the psionic gyroscope?"

"That's it," grinned Stitches as he snapped his fingers, "it's over there in the pizza box from Degreasy's."

"WHY is it in a PIZZA BOX," Gwen growled, feeling her blood pressure climbing to nuclear meltdown proportions, "it is a delicate piece of equipment."

"Well," snickered Stitches, "it LOOKED like a pizza cutter so…"

"One of you IDIOTS used it to…?"

"Lash was complaining how Degreasy's never cuts the crust all the way through so…"

"Get…out."

"I'm sure if you use some wet naps it'll clean right…"

"OUT!"

Stitches was gone in a flash, leaving Gwen to fume amidst the garbage heap that was once her pristine lair. Penny was lucky her rich parents had taken their "little princess" back in a heartbeat, leaving Gwen all alone with…boys.

"Next time I form a gang," she growled to herself, "NO BOYS."

* * *

Will stood there, still looking at the reflection of his transmogrified form in the small pond in Layla's garden. Actually "she" was kind of cute with a little button nose, long eyelashes and full lips that didn't need any gloss. Whoever had done this sure knew how to design a pretty girl. 

What was he thinking? _He was a GIRL!_

"Layla," he stammered, "how did you…what did…"

But Layla wasn't listening. She was looking past Will, and "she" realized someone was standing behind "her". "She" slowly turned and found "herself" looking for the first time with a girl's eyes at a VERY tall, dark and handsome boy in a leather jacket, black t-shirt emblazoned with the Chinese symbol for fire on the chest and well-worn blue jeans.

"Hey Layla," said Warren before he brought his dark eyes down and locked onto those of the girl standing before him, "who's your friend?"

"Uh…" started Layla, caught completely off guard by EVERYTHING that had just happened, "this is Will…I mean…uh…yeah, that's it. Warren, this is Will's cousin Willamena."

_Willamena? What a HORRIBLE name! It was bad enough getting caught out in public in those ill fitting clothes, but now having this cute boy…_

_Cute boy? It was Warren! Warren, Warren, Warren! Will's best friend! The guy that had nearly barbecued and served him up in the cafeteria a little while ago, the guy who…who…who had the DREAMIEST eyes "she" had ever seen. And what was that cologne he was wearing? It was...AAARRGGHH!_

"Willamena, huh?" said Warren, "Interesting name…kind of old fashioned…but I like it."

Will felt a blush hit "her" cheeks. It took everything to keep from letting out a nervous giggle. _Had Warren ALWAYS been so tall?_

"Yeah," said Layla, her mind racing to come up with a plausible story, as Warren was too smart to fall for a little white lie. "She's from…out of town and came to visit for the weekend. She lost her luggage at the airport so that's why she's wearing some of Will's clothes."

"She looks a lot better in them than Stronghold does," said Warren.

Now Will did giggle as "her" cheeks turned bright red. It was taking every ounce of self control to keep from flying off and hiding in embarrassment by not only this whole situation, but by the fact Warren was being REALLY charming…and it was getting to "her".

"Uh…yeah," said Layla, "but we were heading into my house so she could borrow some of my things…don't want her running around looking like some kind of tomboy you know."

With that Layla grabbed Will's hand and started leading "her" to her house.

"Why don't you come in and wait for us," Layla said to Warren, "by the way, aren't you early for the party?"

"I didn't have work today," said Warren as he started following the two girls without taking his eyes off "Willamena", "first Saturday I can remember in a long time, and for some reason I couldn't sleep in like I wanted. I was driving Mom crazy hanging around so I decided to come over early and hang with Stronghold. Where is he?"

"Isn't that great," said Layla to "Willamena", "Warren will be hanging around ALL DAY."

Will nearly had a two-pronged panic attack. He didn't dare reveal that he was now a she as Warren would probably injure himself laughing and Will would never hear the end of it; the second was that having Warren around was causing all sorts of strange thoughts to flit in and out of "her" head. Will was finding himself feeling girlier with every passing second.

"Will…went with his parents to help show some houses," Layla said to Warren as they got onto the front porch of her house, "we've got no idea when they'll be back."

They entered Layla's house and Layla motioned for Warren to have a seat in the living room while she and "Willamena" headed for the stairs.

"Make yourself comfortable," Layla grinned (albeit nervously) to Warren, "turn on the tv and watch whatever you want…except maybe a cooking show…too much meat, you know".

Once the door to her bedroom shut behind them Will finally lost it.

"What are you doing," "she" nearly shrieked, "why didn't you send him home? I can't have him around with me being…like this! I need to get help!"

"Calm down," said Layla, "you haven't been a girl ten minutes and already you're trying to throw a hissy fit. What are you…crazy?"

Will felt ashamed as his words were thrown back at him. Now he was beginning to see why Layla had been so mad at him earlier.

"If I sent Warren away, he might get suspicious," Layla said as he started looking through her clothes, "besides, we might need his help getting you back to normal."

"What can Warren do? I need Mr. Medulla or some other big brain."

"I don't think so," said Layla as she chose a nice outfit, "this was too quick…to "clean" a change. I don't think it was mad science…I think it was magic."

"Magic? But we don't know any magic people."

"Well, Warren's mom's arch-enemy was a witch, so maybe she might know how to get you to normal or knows somebody who can."

"Warren's mom's arch-enemy?"

"No silly," said Layla, noting that Will's change in gender had not changed his speed on the uptake, "Warren's MOTHER. Here, try this on."

She handed Will a matching blouse and skirt that were not her usual green colors, but was a sky blue in color. Will stood there looking at the clothes for a moment as if "she" didn't know what to do.

"Well," said Layla, "go try them on. Just use the bathroom."

"Yeah," said Will, "but I really need to …"

"To what?"

"Use the bathroom."

"That's what I said, use the bathroom."

"No Layla," said Will with increasing frustration, "I mean I HAVE to use the bathroom."

"Oh. OH." Said Layla as the full meaning hit her.

We'll skip this part for the obvious reasons and go downstairs to see what Warren is up to.

Warren was sitting on the sofa, flicking through channels with the remote. He was starting to get peeved, as he didn't plan on wasting a perfectly good Saturday sitting on the sofa vegging in front of the tv. Suddenly the doorbell rang and he got up to answer the door.

"Hey Warren," said Magenta when the door opened, "what are you doing here?"

"I came over to hang with Stronghold and ended up holding the sofa down while the hippie's upstairs with his girl cousin who's visiting."

"Really?" said Magenta, "let me upstairs and I'll see what's keeping them."

Magenta went upstairs and knocked on Layla's bedroom door. At first both she and Will nearly had heart attacks until Layla opened the door a crack and saw it wasn't Warren.

"Oh good, you're early," she said as she let Magenta in and quickly locked the door behind her.

"Yeah," said Magenta, very suspicious about the way her friend was acting, "I hear Will's cousin is visiting…?"

"Not exactly," said Layla as she bit her lower lip, which she always did when she was nervous.

That was when "Willamena" stepped out of the bathroom wearing the blouse and skirt.

"WILL?" Magenta nearly shrieked, causing Layla to try to cover her mouth and Will to dive back into the bathroom and slam the door.

"What is he…wait a minute…" Magenta threw open the bathroom door and stared for a moment then closed the door again and turned to Layla.

"Okay," she said, "he's NOT just trying it on for a reason I do NOT want to know about…he's REALLY a…"

"Yeah," said Layla, "it happened just a little while ago. We were arguing and I said something and…poof."

"Okay," said Magenta, "unless it was "bippity boppity boo" there is NO way you could have done THAT."

"I think," said Layla, looking around like she expected someone to overhear her, "there's a fairy hiding around here."

"Uh-huh," said Magenta, just when she thought this day couldn't get any weirder.

"Seriously," said Layla, "I yelled that I wished Will was a girl and…there she is."

"Are you telling me…?"

"Yes," said Layla, totally somber, "there ARE fairies…and sprites, elves, goblins, and so on. They're all real. I've studied about them since I was little…it kind of came with my powers, I guess. You know, "in tune with nature" and all that."

"Fairies? You have GOT to be joking."

"Magenta," said Layla, "we KNOW zombies and vampires exist, so do werewolves and sasquatches and all sorts of magic. Why not fairies?"

Magenta couldn't argue with Layla. How many people believed in girls who could control plants or turn into purple guinea pigs?

"So what can I do to help?"

"First," said Layla, "help me get "Willamena" there made over. I think it will make him…her…feel better.

"And second?"

"Get Will and Warren both out of here so we can find the fairy that did this and make her turn Will back to normal before his parents get home."

"I've got an idea," said Magenta, "first let's take care of Miss Stronghold, then I'll handle the rest."

It took several minutes to convince Will to open the bathroom door, and once he did they both jumped him and forced him to sit still and listen. While it was easy to convince "her" to let them try to look more the part, the other idea was totally stone walled.

"I am NOT going out with him!"

"It's NOT a date," replied Layla, "we need you to keep Warren busy and…frankly we need BOTH of you out of our hair while we track the fairy. Besides, think of it as a chance to get to know your best friend in a different way. He might tell you things he'd never tell you if he knew you were…you."

Will had to admit the idea was intriguing. There was tons of stuff he was curious about concerning Warren, but was afraid of getting fireballed if he ever asked. Maybe he would be more open with a new face…especially a girl.

* * *

Warren was literally smoldering at being kept waiting. How long was it going to take for those girls to finish doing whatever it was they were doing? He was just about to leave and forget coming back for the party later when Layla came rushing down the stairs. 

"Hi Warren," she said, "I'm SO sorry it took so long but Willamena…well, she wanted to make sure she looked perfect."

"Perfect for what?" Warren scowled, but was still a little curious.

"Well, Magenta and I have to get things ready for the party and I know you don't want to just sit around and watch us, plus with Willamena being new to town we thought maybe you'd like to show her around."

"You set us up for a date?"

"NO," said Layla, "I mean no, it's just being a chaperone for her for a couple of hours. That's okay, isn't it?"

Warren was about to tell Layla to forget it until he looked up and saw Willamena coming down the stairs. He instantly rethought the whole thing.

Willamena was wearing the sky blue blouse and skirt, now accented with a dark purple scarf Magenta had pulled out of her purse and tied loosely around the slim waist. Her hair had been done in a long braid like Layla's, and with a touch of blue eye shadow that matched her dress and a little red lipstick she was even prettier than when Warren had first met her.

"Now you two go have fun," said Layla as she basically pushed them out the door, "and don't come back…I mean take your time and we'll see you later."

Warren and Willamena stood on the front porch for several minutes after the door closed, each wondering what to say.

"Well," said Warren, "I guess if I'm going to show you around we better get started."

"Yeah," said Willamena, "I mean…yes, that would be nice."

"Look," said Warren, "I know this is all sudden and you don't know me or anything…"

"I know all about…I mean Will told me all about you," said Willamena, "we talk a lot over the phone. He says you're a great guy…a little quick with the fireballs but…"

"He TOLD you that?" It was hard to tell if Warren was panicking or getting mad as a few wisps of smoke started appearing on his person.

"Uh…yeah," said Willamena, trying to think fast, "but it's okay. I'm super too, I go to Sky High…I mean WEST Sky High, you know, in California."

"Oh," said Warren, calming down, "what's your power?

"I'm super strong," Willamena blurted out, but then stopped herself before she let slip she could also fly.

"Must be the Stronghold side of the family," Warren thought out loud, "but I didn't know the Commander had a brother."

Willamena mentally kicked herself. Of course Warren would know all about his dad since he had been nursing a grudge against him for years before he and Will had become friends. Why hadn't he said he could fly…Warren probably didn't know anything about the Demarco side of the family.

"Uh…no, but his cousin has a…I mean I'm the daughter of his cousin…who's my dad…the Commander's cousin, I mean."

Warren looked puzzled at Willamena and secretly wondered if ALL Strongholds were a little slow mentally, but at least this one made up for it in looks. There was also something else about her that Warren found himself really liking.

"Well," he said, "how about we go find something to eat? I know a great place not far from here."

"As long as it's not Chinese food," Willamena said with a "yucky" expression that registered 24 on the Cuteness Scale of 1 to 10.

"Don't worry," said Warren with that smile that melted Willamena's heart all over again, "I work in a Chinese restaurant and that's the LAST place I want to spend my day off. I was thinking of pizza."

"Sounds great…I mean, I'd like that." Willamena was finding it easier over time to get the words right to sound like a lady and not some dumb boy.

The two then began a leisurely stroll down the street, headed for what would prove to be an interesting lunch. But unbeknownst to either of them, they were being watched from high up in the sky, where an extremely keen pair of blue eyes saw their every move

**To be continued**

Yes, this is a "one episode" story, but I decided to break it down into "first half" and "second half" of the show so it wouldn't be too long a read and it would give me time to get the other half done without rushing it. So while the "commercials" are on, go to the bathroom and get a snack and we'll meet back here soon for the second half.


	2. Chapter 2

Disclaimer: I don't own Sky High because if I did you'd be watching this instead of reading it, and it would feature Cody Linley (Mullet Fingers in "Hoot") as Darryl and Vanessa Anne Hudgens (Gabriella from "High School Musical") as Lori ('cause she's a super cutie).

**Girl Trouble**

**(continued)**

Willamena sat across the table from Warren, trying not to notice him but it was virtually impossible. Away from school, and even not around Will (who Willamena secretly was) Warren acted like a totally different boy…he was polite, well-mannered (as he proved by holding the door for Willamena and holding her chair out for her) and seemed to hang on every word Willamena said, watching with narrowed eyes of intense interest.

Had he been like this with Layla that first time at the Paper Lantern? No wonder he was the one she named as her date for homecoming without much hesitation. He would stand out in ANY girl's mind, and not just for his looks.

"You know what I think?" said Warren.

"What?"

"I think we should order before they decide to put us to work busing tables."

Willamena then noticed that they had been sitting in the pizza place nearly an hour as she had rambled on about little things (mostly stuff he knew from his REAL girl cousin who he was pretending to be).

"I'm sorry," she said, "you must think I'm a babbling little airhead."

"No," Warren smiled again, "I've enjoyed listening to you. It's given me a lot of insight into Stronghold…I mean your cousin Will."

What? Had Warren somehow discovered who Willamena really was?

"I guess you'll want a salad and a diet soda?"

"Heck no," said Willamena, "I'm starving. Let's get a large with EVERYTHING, including extra…no, DOUBLE extra cheese."

"Hmm," said Warren, "that's the same way Stronghold…I mean Will likes it."

"Uh…must run in the family," said Willamena, "we've got to fuel up a lot because super strength isn't easy to maintain…fast metabolism."

"Me too," said Warren, "my mom says I eat like a wildfire because of…you know."

"Hey War," came a voice from behind Willamena. She turned just as a tall, good-looking boy with wavy blonde hair and dressed in a tank top and jeans ambled up to their table. The boy seemed familiar somehow, but Willamena couldn't put her finger on it.

"Hey Darryl," said Warren as the two boys touched knuckles, "what's up?"

"I was just cruising around," he glanced his eyes up, "if you know what I mean, and I saw you and your new friend here. I thought I'd drop down and say "hi"."

This was puzzling. This boy seemed familiar, but he and Warren were very friendly to each other, and as far as Willamena knew Warren didn't have any other friends around school except for the gang. Could he be a "normal" person who was a friend of Warren's who didn't know his past or his secret?

"Darryl and I go to school together," said Warren, "Willamena here is Stronghold's cousin…she goes to the western division of Sky High."

"A California girl?" said Darryl, a white smile lighting up his already good looks, "funny, I would expect a blond beach babe with a nice…"

"Excuse Darryl," said Warren, "he's lost a few brain cells from oxygen deprivation when he flies too high."

"He flies?" This was a better clue, but Willamena was still in the dark about this boy.

"Yeah,' grinned Darryl, "wanna check out my wingspan?"

With that Darryl struck a "most muscular" body building pose, making his upper body's every muscle stand out in sharp relief so he looked as cut as an anatomy chart. Willamena's natural female instinct was one of impression as Darryl was more muscular than she would have first thought. There was a strange popping sound and with a muffled WHUMP a huge pair of snow white wings popped out of Darryl's back. That was when Willamena finally recognized him as a sophomore from Sky High she had seen in the halls occasionally showing off his wings for the girls or flying through the buildings between classes.

Willamena then realized that Darryl had just "outed" himself to an entire restaurant full of citizens. Any second people would either start panicking or mob him about him being a super hero, but strangely enough nothing happened except a couple of little kids pointed and "oooo"ed to their parents' bemusement.

"This is a "safe zone", Warren said as if he read her mind, "nobody comes here but heroes and their families. It gives them a place to just be themselves without worrying about nosey reporters or anti-super bigots."

"Yeah, lighten up cutie," smiled Darryl, "I'd think a California girl would be more laid back."

Was Darryl FLIRTING with her? Sure he was cute in a Jesse McCartney way, but there was something about him that was a little off-putting…he just came across as a show-off the way he flaunted his wings.

"Anyway," said Warren, "I'm just showing her around until Stronghold gets back with his parents and then we're going to the party afterwards."

The party? Willamena felt her heart skip a beat. Did Warren just ask her to the party at Layla's tonight? But she had to get back to normal before her parents got home…and then there was Lori as well. Things were getting out of control FAST.

* * *

"Yeah, I smell something REALLY strange here," said Magenta in her guinea pig form as she sniffed around Layla's garden. "It's like…I don't know…cinnamon or something with a kick to it." 

"That means fairies," said Layla, "I knew it. Poor little things, this is probably the only haven they have in the whole city since they started in on whittling down Maxville Park. Darn that Mayor Lambert and his budget cuts."

"Not to mention his niece stealing your boyfriend," teased Magenta as she returned to her human form.

"She is NOT," said Layla, "she and Will are FRIENDS. And stop trying to change the subject. We need to catch this fairy QUICK, and that won't be easy."

"Okay Layla Williams, Fairy Hunter," said Magenta, noting Layla was the one wanting to change the subject, "what do we do? How do you know it's even here?"

"Well, fairies like to stick around and admire their handiwork…they're kind of vain that way. All we have to do is…"

"Follow Willamena and Warren as THAT is the result of its handiwork?"

"Oops."

"Yeah, "oops"," said Magenta, trying to actually keep from laughing at the whole ridiculous situation, "I think we better go find Will and…"

"Are you looking for Will too?" said a voice behind them.

Both Layla and magenta stopped in their tracks and turned to find Lori standing there.

"Hi Layla," she smiled, "have you seen Will today?"

* * *

"Party, eh?" said Darryl as he grabbed a chair and sat down without being invited, "it's been a while since I heard of old War here going to a party, not since…" 

"Watch it, Chicken Boy," said Warren in a tone that would have weakened Will's bladder if it had been aimed at him.

"What,' said Darryl as he totally ignored Warren's warning with a grin, "I was just going to tell her about that little blast where you and Noel…"

"Strike two," growled Warren, his eyes actually turning red.

"Okay, okay," said Darryl, relenting. "It wasn't anything bad, just the two of them tried to sneak off and kiss and they created a cloud of steam that told EVERYONE what they were doing."

Willamena couldn't help but smile as Warren turned red in the face from embarrassment instead of anger. So Warren and Noel Summers…aka "Freeze Girl" had been an item before they were dancing together at Homecoming.

"We're just friends," Warren was quick to say as he glared murder at Darryl, who just continued to smile.

"That's true," said Darryl, "War here used to run with us when we first came to Sky High; there was me, Noel, Ira, Jade, Kelsey and Jeff, all freshmen last year. Things were pretty cool until…"

"Until what?"

"Chicken Boy, she doesn't want to hear about this," said Warren.

"Yes, I do."

"Well, you probably know all about what happened at Homecoming with Royal Pain and her gang…well, last year's senior class was just as bad…worse in some ways. They were a real bunch of jerks, basically ALL of them like Lash and Speed, even the girls. One day one of them decided he was going to show he was badder than the son of Barron Battle and tried to pick a fight with War here. Not just bullying, I mean a REAL fight."

"What happened?"

"Nothing major," said Warren, his eyes hidden behind his hair, which was always a bad sign.

"War beat him. BADLY. The kid's parents made a big stink about it, threatened to sue the school for allowing the son of a super villain in. Guess they forgot it was THEIR kid who started the whole thing,"

"So what happened?"

"I'm not sure exactly," said Darryl, suddenly getting serious, "all I know is when things were settled War got held back a year and a lot of us weren't allowed to associate with him anymore. It sucks that he got a bad rep over something that wasn't his fault."

So there was a major revelation about Warren; he was made an outcast and an object of fear because he defended himself against a bully, and his dad's history did the rest. Will was prouder than ever that he was Warren's friend now.

"But you're still speaking to him," said Willamena.

"I may have to "shun" him at school," said Darryl, "but War and me have been friends since grade school, even before…well, I won't say it. We're friends, and that's it."

Willamena liked what she was hearing, that Warren did have friends before he had come along, and they were just forced to hide it. Maybe a few more things like helping defeat Royal Pain would undo all the damage and everyone would realize what a good guy Warren was. Still, Will felt a little jealous as he thought of himself as Warren's best friend, even more than Darryl.

* * *

"Uh, hi Lori," said Layla, on the verge of panicking, "no, we haven't seen Will all morning, have we Magenta?" 

"Nope," Magenta smiled, "I can honestly say I have not seen a BOY named Will all day."

Layla shot Magenta a "this is NOT helping" look, and turned back to Lori.

"So…uh…you've got another date with Will…I mean you're taking Will…I MEAN you and Will are going out tonight, right?"

"That's what I wanted to talk to him about," said Lori, "I'm going to have to cancel tonight…I haven't been feeling very good all day and don't feel like being far away from home. I hope he'll understand."

"Sure," said Magenta, "Will's a good sport. Knowing him, he may insist on you lying down and he'll bring you soup and ice cream and maybe read to you too. He's just that sweet a guy."

"Lori," said Layla, as she looked daggers at her smirking friend, "this is Magenta, she's a friend of mine from Sky…school. My friend from school. Magenta, this is…"

"The girl Will's always talking about," said Magenta with a mischievous grin, making Lori blush and Layla give her a glare to match any Warren could do.

"Anyway," said Layla, "if I see Will I'll tell him, but I'm sure he'd want to see you anyway."

"Besides," said Magenta, "he can bring you to the party here tonight. It's right next to your house and you can meet the rest of the gang."

Layla had never wanted to strangle anyone so bad in her life.

"That's very nice of you," said Lori, "but I couldn't impose."

"Impose? YOU?" Magenta threw her arm around Lori's shoulder like she had known her all her life. "We wouldn't dream of having a party without you. Any friend of Will's is a friend of ours…right Layla?"

"Yeah…right," said Layla as all thoughts of catching the fairy were replaced by ways of killing Magenta as painfully as possible. Of course she wouldn't REALLY do such a thing, but she could always dream.

* * *

"If you boys will excuse me," said Willamena as she stood up, "I have to hit the…I mean powder my nose." With that she left, hoping to give Warren a little time with his friend while Will sorted out what all he had learned. 

"What's with you," growled Warren once Willamena was out of sight, "I didn't want ANYTHING about last year getting around to Stronghold."

"First," said Darryl, "it's not Stronghold, it's his cousin. Second, I don't know why you want it covered up. You were totally in the right, and you should still…you know."

"Still what?"

"Be with US."

"Is that what this is about? Geez Darryl, I don't see the others coming around and whining about it."

"I'm not whining dude," said Darryl, "I just think it sucks. We were going to be the "Team Supreme" all through school, and when we graduated we were going to be the new super team for Maxville. Or don't you remember our code names we picked out?"

Warren couldn't help but smile as he remembered. It had only been a year ago, but it felt like forever. Even though Barron Battle had been captured he still cast a long shadow, and Warren had felt like an outcast except for Darryl, who stuck beside him. They soon met the others, and talk of forming a team didn't take long, especially with the "opposites attract" affect going on between him and Noel. Darryl was going to be Avian, Jade was Poltergeist due to her telekinetic powers, Kelsey would be Monstra as she could change into a big blue creature, Jeff would be Occulon with his eyebeams, Ira's telepathy got him the name Brainscan, Noel was still called "Freeze Girl", and then there was Warren's title.

"Flamethrower," Warren smiled, the first time he had spoken the word in a long time.

"I hope I'm really not messing up your date," Darryl sighed, "it's just that I don't get to see you at all anymore. You're working nearly all the time we're not in school, and when we are we can't hang because of our stupid parents…or you're always with Stronghold and his sidekicks."

"Don't knock them," said Warren, "they've proven they're cool."

"Sorry," said Darryl, "I just…I'm sorry dude. I'll bail and let you make time with the babe."

"Look," said Warren, "why don't you come back to Layla's with me and Willamena? Once you hang with them you'll see what I mean."

"Yeah," said Darryl is a grin, "if they can put up with YOU, then they must be pretty cool…or pretty stupid."

* * *

"Magenta," Layla whispered to her friend as they entered the house. Lori had insisted on helping to set up the party even though she didn't feel very good. "Why did you invite her? We can't look for the fairy with HER around." 

"Hey," said Magenta, "we have no idea where she is if she followed Warren and you know who, so what could we do? Besides, in case you forgot we've still got a party going on here in a little while, and things will get busy enough if the others show up and nothing's ready. Believe me, you DON'T want to hear Zach whining if the food's not ready yet."

"But why invite Lori?"

"Because YOU didn't. Come on Layla, she's your neighbor even if she isn't a super like us. This is a chance for you to get to know her as someone other than another girl Will likes. He says she doesn't seem to have any friends, so why don't we fix that problem?"

Layla hated to admit it, but Magenta was right. Even after Lori had been in the neighborhood for a few weeks Layla didn't know anything about her, and was ashamed that she hadn't wanted to either.

"You're right," she said, "let's get started, and hopefully the fairy will show up and we can catch her when Warren and…you know…come back."

After Willamena returned the pizza arrived and the three wolfed it down on the spot. Both Warren and Darryl were surprised at how quickly such a delicate looking little thing could pack away so much heavy food without even breathing heavily. At first Willamena felt very self-conscious about it, but Warren smiled and said he had no problem with a girl having a healthy appetite. Willamena felt like she was glowing from the compliment. She was really starting to look forward to going to the party with Warren, and maybe later…

_Later? Party with Warren? AARRRGGGHHH! There it went again; these strange "girly" thoughts. He had to get turned back to normal BEFORE the party…BEFORE his parents got home…BEFORE Lori…_

Oh no. LORI! They had a date in a little while…but there was no way he… 

"Hey," said Warren with real concern in his features, "are you okay? You look upset abut something."

"Oh…uh…I just remembered…I need to get back home…I mean to Will's house…I need to…call home. MY HOME. I mean I have to get back to Will's place and call home to talk to my parents and let them know I'm okay."

"Oh, okay," said Warren, looking a little crestfallen. He had hoped to have a little more time with Willamena before he took her back and the rest of the gang at the party swarmed them.

"If you're in a hurry," said Darryl, "I could give you a lift." His wings unfolded and gently raised and lowered a couple of times. Doubtlessly a lot of girls would have loved to take him up on the offer, but Willamena wasn't one of them.

"Uh…no thanks," she said with a smile, "I don't fly very well…especially after just eating."

"I asked Darryl to come back with to the party," said Warren, "I hope you don't mind…or do you think Layla will?"

"I'm sure she'd be happy to have him come," said Willamena, "ANY friend of Warren's is welcome with us…them. Will and them."

* * *

As the trio approached Layla's house, they were greeted by the "dynamic duo" of Zach and Ethan, both carrying backpacks filled with cds for the monster boom box Zach was carrying. 

"Yo dudes," said Zach, who then noticed the new girl as well, "and HELLO pretty lady. Name's Zach, like zap only with a "k", and what's your name?"

Willamena didn't know whether to laugh or shudder at the way the friend she'd had for years was acting. Was this what it was like for girls everywhere? Zach was acting like he didn't have a girlfriend, and wondered how Magenta would react knowing how he was acting.

"Her name's Willamena," said Magenta, who walked up and glared at Zach in a way that would make even Warren's dad take a step back. Zach sheepishly ducked his head to avoid the death glare, but he still felt it burning a hole into the top of his skull. He was definitely NOT cut out to be a player.

Magenta's glare quickly stopped when she saw the new comer with Warren and Willamena. Though not as tall as Zach he was still very good looking with wavy blonde hair and a big smile with killer dimples.

"Haven't I seen you around school?"

"Yeah, but you probably don't recognize me with my wings tucked up. Name's Darryl, I'm a friend of War here."

"Warren has a friend?" laughed Magenta. "I didn't know that kind of super power existed."

"Come on Magenta," said Ethan, "we're ALL Warren's friends here."

"That's Popsicle," said Warren to Darryl, "he takes things a little too literal at times."

"Come on over," Magenta said to everyone, though she was sure to take Darryl by the arm and usher him around to the backyard, "there's already another guest who's been a big help…"

Willamena's jaw dropped as she saw Lori sitting and laughing with Layla. For a moment she wondered if they were talking about her…him.

"Hi everyone," said Layla as she saw the approaching group, "this is Will's…this is MY friend Lori. You know Warren and Magenta, that's Zach, Ethan, Will's cousin Willamena and…"

"This is Darryl," said Warren, "he's a friend of mine."

Layla looked surprised, but didn't say anything.

"Uh Layla," said Willamena, "can I see you upstairs for a second?"

"Sure," said Layla, "Magenta, I'm leaving you in charge until I get back. Make sure nobody sets anything on fire…uh, you know what I mean."

* * *

"When did Lori get here?" said Willamena in a near panic after they had gotten to Layla's room. 

"A bit after you left. She wanted to cancel your date for tonight, but Magenta and I thought she should come to the party instead. I'm glad she did, you were right…she's a really nice girl."

"I'm glad," said Willamena, "but in case you've forgotten I'm STILL not who I'm supposed to be. My parents are going to be home anytime, and now my girlfri…Lori is downstairs waiting for me too. What do we do?" Willamena sat on Layla's bed, her mind racing with all the thoughts of what had occurred today.

"I'm so sorry Layla," she finally whispered to her friend, "now I think I know what you go through all the time. Worrying about a hundred things, wondering about even more, and all the while guys like Warren can make you forget everything else. I understand why certain things are important to you while those same things may not seem important to me. I'm just a stupid guy, and I should think more of the feelings of those around me…especially yours."

Then it happened. Willamena felt a strange tingling all through her body, then there was another bright flash of light like before, but this time when it faded he was once again Will Stronghold. Will Stronghold stuffed into a very tight little blue dress.

"What the…?" was all he could gasp as the seams of the dress ripped out of the sides and then he squeaked as something else got VERY uncomfortable.

"Will," said Layla, "what's wrong?"

"I think I got my panties in a bunch…LITERALLY…" gasping for breath, he leaped for the bathroom door to get in and get some privacy as he needed to loosen up a bit.

Layla couldn't help but giggle, and then she heard another, higher pitched giggling. She turned and saw a tiny girl in a short green dress standing on her dresser, giggling as well. She could only gape as she realized what she was seeing.

"You…you're the fairy," she whispered.

"Good guess nature girl," said Tink as she flitted up in the air and came to hover in front of Layla.

"Why did you change Will back? I mean, I'm grateful, but why?"

"I didn't," said Tink, "you did. Actually he did."

"I don't understand," said Layla.

"Well," said Tink, "YOU wished that he would know what it was like to be a girl, so I turned him into one. Then, once he DID know what it was like to be a girl, the wish was fulfilled and he turned back to normal. Simple."

"Oh," said Layla, "I get it. It depended on how I worded it, right?"

"Yep," said Tink, "and you're lucky a fairy granted it. I don't even want to think what a genie would have done…like switched your minds or when he DID know what it was like he still would have stayed a girl. Genies are really mean that way."

"Thank you," said Layla, "I didn't mean to cause all this trouble for everyone."

"Are you kidding? I LOVED it. I haven't laughed this much in a LONG time."

The bathroom door opened a crack as Will stuck his head out.

"Layla," he said. "could you hand me my clothes? I'd like to get dressed and fly around to the front of the house so it looks like I just got here. I hope no one downstairs heard us."

"With that racket Zach's making with his boom box? I don't think they'd heard if you were fighting a tyrannosaurus rex up here."

After changing, Will flew out Layla's window and around to the other side of the house, where he landed and acted like he had just gotten there. He was surprised to see Darryl and Magenta were dancing while Zach sat forlornly watching and Ethan was talking with Lori. Warren was standing off to the side as usual, looking like he was waiting for someone. Will mentally kicked himself; Warren was waiting for Willamena. How was he going to explain her suddenly vanishing like that?

"Hi Will," called Layla as she came out of the house, getting everyone's attention. Lori came over and smiled to Will, making him momentarily forget his friend's plight, but only for a moment.

"Hi Lori," said Will, "could you give me a second with Warren? I won't be long."

"Sure," said Lori, I'll help Layla get the rest of the snacks ready. Did you know she's a total vegetarian? I think that's so cool."

Will smiled his acknowledgment, and then went over to Warren, who only nodded to him in greeting.

"Hey Warren," said Will, taking a deep breath as he braced himself, "waiting for Willamena?"

"Yeah," said Warren, trying to sound nonchalant but actually eager to spend some more time with her.

"Sorry dude," said Will, expecting a fireball at any second, "my parents and I just got back and my mom had to fly her home really quick. Something happened at home…HER home…in California…and she had to go."

Warren tried to hide his feelings, but Will could see the disappointment like a sign written on his face. He had probably instantly blamed himself for scaring her off somehow, or got the idea she didn't like him. Will had learned a long time ago that Warren had a bad self-image, and this was not the time to add to it.

"She did want me to give you a message," Will said, "she said she wanted you to know that she thinks you're a great guy and she likes you a lot. She just wishes she could have been able to stay."

That seemed to cheer Warren up, which was always a good thing. Will was also glad he could finally come out and tell Warren what he thought of him, even though he had to use the façade of his "cousin" to do it. This whole thing had been quite the experience, but he sure didn't want to have it again.

"Come on everybody," called Layla, "the veggie burgers are on."

"Great," said Will, "I'm starving!"

"You go on," said Warren, "I'm still stuffed from that pizza we had."

"Yeah," said Will, "it was good wasn't it? I…"

Will froze as the full implications of what was just said hit him. His eyes bugged out, and he thought for sure Warren was going to incinerate him on the spot.

All Warren did was stand there with his arms folded and actually smiling.

**The End**


End file.
